NON-DISCLOSURE AGREEMENT

This agreement, dated __________________, 20__ (the “Effective Date”), is between CD-ROM
Productions, L.L.C, an Illinois limited liability corporation (“CD-ROM Productions”), and
_______________________, a _________________ corporation (“Company”).

Whereas, CD-ROM Productions and Company possess and may provide to each other certain
confidential and proprietary information in connection with the discussion and evaluation of a
potential business relationship relating to CD-ROM Productions’ software business and other
technology and information, including without limitation CD-ROM Productions intellectual
property (“Business Purpose”).

Whereas, CD-ROM Productions and Company desire that any such information provided shall be
kept confidential by the other party, and

Whereas, in consideration of the foregoing, each party is willing to keep the other party’s
information confidential in accordance with the terms and conditions set forth in this agreement.

Now, therefore, CD-ROM Productions and Company hereby agree as follows:

1. Confidentiality.

(A) For purposes of this Agreement, “Confidential Information” means and includes
any and all; (i) written information which is marked or identified as confidential at or
prior to the time of disclosure, and (ii) oral or visual information identified as
confidential at the time of disclosure and summarized in written form promptly after
such oral or visual disclosure.

(B) Each party agrees that it will not disclose, publish or reveal Confidential
Information received from the other party to any third party whatsoever, except with the
specific prior written authorization of a duly authorized representative of the other party.

(C) Each party further agrees to use the same means it uses to protect its own
confidential and proprietary information, but in any event not less than reasonable
means, to prevent disclosure and to protect the confidentiality of Confidential
Information received from the other party.

(D) Each party’s use of Confidential Information received from the other party is
hereby restricted and limited to the Business Purpose. Each party further agrees not to
disclose Confidential Information to anyone other than its own employees who have a
need to know such Confidential Information in order to carry out the Business Purpose.
 (E) The foregoing shall not prevent either party from disclosing Confidential
Information which belongs to such party or which (i) is in or becomes part of the public
domain through no act or omission of the receiving party, (ii) can be demonstrated by
the receiving party as being known to the receiving party previously, (iii) is rightfully
obtained by the receiving party from a third party, (iv) is independently developed by the
receiving party without the use of the other party’s Confidential Information, (v) is
required to be disclosed pursuant to a requirement of a governmental agency or law so
long as the disclosing party provides the other party with notice of such requirement
prior to any such disclosure.

2. Return of Confidential Information. Upon completion of the Business Purpose or upon

written request of the party disclosing the Confidential Information, whichever occurs
earlier, the receiving party shall return all copies of the Confidential Information to the
disclosing party or certify in writing that all copies of the Confidential Information have
been destroyed.

3. No Warranty. Each party makes no warranty, express or implied, with respect to its
Confidential Information. Each party hereby expressly disclaims any implied warranties
of merchantability and fitness for a particular purpose. Neither party shall be liable to
the other party for amounts representing loss of profits, loss of business or indirect,
consequential, or punitive damages in connection with the provision or use of
Confidential Information in accordance with the terms of this agreement.

4. No Further Rights. Except as expressly set forth in this Agreement, nothing stated
herein shall be construed to grant or confer any rights, title or ownership, including but
not limited to intellectual properly rights, in or to any Confidential Information disclosed
hereunder. The parties expressly agree that the provision of Confidential Information
hereunder and discussions held in connection with the Business Purpose shall not
prevent either party from pursuing similar discussions with third parties or obligate
either party to take, continue, or forego any action relating to the Business Purpose. Any
estimates or forecasts provided to the other party shall not constitute commitments.

5. Term of Agreement. The parties’ obligations hereunder shall terminate five (5) years
from the Effective Date of this Agreement.

6. General Provisions.

(A) This Agreement will be construed in accordance with the laws of the State of
Illinois.

(B) If any provision of this Agreement is held to be invalid, the parties agree that
such invalidity will not affect the validity of the remaining provisions of this Agreement,
and further agree to substitute for the invalid provision a valid provision which most
closely approximates the intent and economic effect of the invalid provision.

(C) Neither party may assign or transfer any rights or obligations under this
 Agreement without prior written consent of the other party.

(D) This Agreement constitutes the entire agreement of the parties regarding the
subject matter hereof, and supersedes any and all prior negotiations, understandings, and
agreements between the parties relating thereto.

(E) This Agreement may be modified only in writing signed by authorized

representatives of the parties.

(F) The waiver of any breach of this Agreement will opt operate or be interpreted as
a waiver of any other or subsequent breach of this Agreement.

(G) Any notices required by this Agreement shall be delivered by hand or sent by
first class mail to the applicable address set forth below.

CD-ROM Productions

By:________________________________ By: ________________________________

Print name: ____________________________ Print Name:____Paul Crowley_________

Title:_________________________________ Title: _________President_____________

Address: Address: 101 Schelter Road, Suite A202

Lincolnshire, IL 60069
USA